Jersey Mike's Subs Inc.
For the period ended Sep 27, 2026. Filed Oct 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 27, 2026 · Filed Oct 28, 2026
JMKE$19.01-4.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-28; filed 2026-09-09.
0002127043-26-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-27; filed 2026-10-28.
0002127043-26-000018
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 110 current paragraphs.
49 unchanged; 31 reworded; 29 added; 12 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (29)
Current report
For the following discussion, results for the thirty-nine weeks ended September 27, 2026 are compared to the combined results of the Predecessor period from January 1 to January 15, 2025 and the Successor period from January 16 to September 28, 2025. The combined amounts are the arithmetic sum of the two periods and are not presented in accordance with U.S. GAAP and do not reflect pro forma adjustments. We believe the combined presentation provides a meaningful basis for comparing our results to the current-year period.
Current report
•Systemwide sales of $1.204 billion increased 11%
Current report
•Average Unit Volume (AUV) of $1.386 million
Current report
•Same-Store Sales Growth of 3.0%
Current report
Reorganization Transactions
Current report
General and administrative expenses were $87 million for the thirteen weeks ended September 27, 2026, an increase of $33 million, or 61%, compared to $54 million for the thirteen weeks ended September 28, 2025. The change included the following items:
Current report
•$30 million of higher non-cash equity-based compensation expense, including a cumulative catch-up adjustment of $29 million in connection with our IPO (see Note 12, Equity-Based Compensation).
Current report
•$16 million of higher IPO-related expenses. IPO-related expenses were $17 million, compared to $1 million in the prior-year period, and consisted of legal, consulting, accounting and other professional fees.
Current report
•$10 million of lower Area Director buyout costs. No buyouts occurred during the current-year quarter, and all Area Director buyouts had been completed as of September 27, 2026 (see Note 2, Summary of Significant Accounting Policies).
Current report
Excluding these items, all other general and administrative expenses decreased $2 million year over year. Lower fees under our former Area Director program, which we expect to continue following our transition to an internally staffed franchise support model, reduced expenses by $9 million and more than offset $7 million of incremental costs related to operating as a public company.
Current report
During the thirteen weeks ended September 27, 2026, Adjusted EBITDA was $125 million, compared to $104 million in the prior year, increasing $21 million, or 20% year over year. The increase was driven by net store growth and the growth in same-store sales, while also benefitting from lower general and administrative expenses (after consideration of adjustments to Adjusted EBITDA).
Current report
During the thirty-nine weeks ended September 27, 2026, royalties and other revenue totaled $403 million, increasing $40 million, or 11%, year over year. Advertising revenue was $165 million, increasing $11 million, or
Current report
General and administrative expenses were $231 million for the thirty-nine weeks ended September 27, 2026, an increase of $85 million, or 58%, compared to $146 million for the combined prior-year period. The change included the following items:
Current report
•$38 million of higher Area Director buyout costs. Area Director buyout costs were $52 million compared to $14 million in the prior-year period.
Current report
•$36 million of higher non-cash equity-based compensation expense, including a cumulative catch-up adjustment of $29 million in connection with our IPO.
Current report
•$29 million of higher IPO-related expenses.
Current report
•$8 million of higher corporate transition and other expenses.
Current report
•$11 million of founder-related discretionary expenses and $1 million of acquisition-related expenses that were incurred in the prior-year Predecessor period and did not recur.
Current report
Excluding these items, all other general and administrative expenses decreased $14 million year over year, as $23 million of lower fees under our former Area Director program more than offset $9 million of incremental costs related to operating as a public company.
Current report
During the thirty-nine weeks ended September 27, 2026, Adjusted EBITDA was $323 million, compared to $279 million in the prior year, increasing $44 million, or 16% year over year. The increase was driven by net store growth and the growth in same-store sales, while also benefitting from lower general and administrative expenses (after consideration of adjustments to Adjusted EBITDA).
Current report
(g)Represents the change in the value of the contingent consideration liability for the earnout related to the sponsor acquisition that is payable when Jersey Mike’s worldwide store count reaches 4,000 stores or upon a change of control event. The liability is remeasured each period until the earnout is paid, and the revaluation is recorded in operating income and presented separately in the Condensed Consolidated Statement of Operations.
Current report
Operating Activities: Net cash provided by operating activities was $177 million for the thirty-nine weeks ended September 27, 2026, compared to net cash used in operating activities of $207 million for the combined prior-year period, an increase of $384 million. The increase primarily reflected the absence of $411 million of transaction bonuses paid in the prior-year period and cash generated from the growth of our business. These increases were partially offset by $38 million of higher cash payments for Area Director buyouts, $27 million of higher cash paid for interest and $24 million of cash paid for IPO-related expenses.
Current report
Investing Activities: Net cash used in investing activities decreased $1 million compared to the combined prior-year period due to $4 million of net proceeds from the sale and purchase of company-owned stores and $3 million of lower purchases of property and equipment, partially offset by $5 million of lower repayments of notes receivable.
Current report
Financing Activities: Net cash used in financing activities increased $9 million compared to the combined prior-year period. In the current-year period, we received $301 million of net proceeds from our IPO, which were used to repay debt. Our current-year net debt activity was a $7 million cash outflow, compared to a $379 million cash inflow from net debt borrowings in the prior-year period. This $386 million change was partially offset by $377 million of lower distributions in the current-year period.
Current report
Share Repurchase and Special Dividend
Current report
On October 26, 2026, the Board of Directors approved a stock repurchase authorization of up to an aggregate of $100 million of our outstanding Class A common stock and also declared a special cash dividend of $0.35 per share payable on November 19, 2026 to holders of Class A common stock as of the close of business on November 5, 2026.
Current report
Securitization Financing Facilities
Current report
In connection with the IPO and the Reorganization Transactions, Jersey Mike’s Subs Inc. recognized a TRA liability of $1,369 million. As of September 27, 2026, the TRA liability was $1,369 million, all of which is classified as non-current because no payments are expected within the next twelve months. Jersey Mike’s Subs Inc made no payments under the TRA and recorded no remeasurement adjustments during the thirteen and thirty-nine weeks ended September 27, 2026. Future exchanges of Common Units for shares of Class A common stock are expected to result in additional TRA liabilities and deferred tax assets, which will be recorded through additional paid-in capital at the time of exchange.
Current report
Critical Accounting Estimates
Removed paragraphs (12)
Previous report
•System-wide sales of $1.210 billion increased 10%
Previous report
•AUVs of $1.376 million
Previous report
General and administrative expenses were $66 million during the thirteen weeks ended June 28, 2026, increasing $32 million, or 94% year-over-year. This increase includes $20 million of incremental expenses associated with Area Director buyouts (see Note 2, Summary of Significant Accounting Policies), $7 million in IPO-related expenses, and $6 million of incremental corporate transition expenses. Absent these items, general and administrative expenses were consistent with the prior year, as variable costs associated with our revenue growth and $3 million in equity-based compensation expense, were partially offset by $8 million in lower expenses related to our prior area director expenses program as a result of our transition to an internally-staffed franchise support model.
Previous report
Advertising expenses were$115 million during the twenty-six weeks ended June 28, 2026, increasing by $22 million, or 24% year-over-year. The increase is primarily driven by digital spending in connection with our strategic plan to shift spending to higher-return initiatives.
Previous report
Twenty-Six Weeks Ended June 28, 2026 compared to the Twenty-Six Weeks Ended June 29, 2025
Previous report
Operating Activities: For the twenty-six weeks ended June 28, 2026, we generated $105 million of cash from operating activities, compared to $277 million of cash used in operating activities during the twenty-six weeks ended June 29, 2025, an increase of $382 million. The increase was primarily driven by $411 million of transaction bonuses paid during 2025 under a liability assumed in connection with the Sponsor Acquisition that did not recur in 2026, as well as higher cash generated from net income. These increases were partially offset by $47 million of incremental cash used for Area Director buyouts in 2026.
Previous report
Investing Activities: The increase in net cash used in investing activities for the twenty-six weeks ended June 28, 2026 was driven by the acquisition of 10 franchise-owned stores for $23 million partially offset by the sale of 11 stores for $18 million.
Previous report
Financing Activities: For the twenty-six weeks ended June 28, 2026, net cash used for financing activities was $79 million and principally reflected member distributions of $78 million. For the period ended June 29, 2025, we used $129 million for financing activities primarily reflecting net member distributions of $120 million.
Previous report
Securitized Financing Facilities
Previous report
Tax Receivable Agreement
Previous report
In connection with the IPO, Jersey Mike’s Subs Inc. entered into a tax receivable agreement with certain of the pre-IPO owners that provides for the payment by Jersey Mike’s Subs Inc. to such pre-IPO owners of 90% of certain tax benefits, if any, that Jersey Mike’s Subs Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of certain events. While the amount of existing tax basis and anticipated tax basis adjustments and utilization of tax attributes, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, we expect the payments that Jersey Mike’s Subs Inc. may make under the tax receivable agreement will be substantial. Assuming: (i) a price of $23.00 per share of our Class A common stock; (ii) a constant U.S. federal, state, and local corporate income tax rate of 24.8%; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law, if certain pre-IPO holders of Class A Units and Class B Units who hold Common Units following the reclassification of the partnership interests of Jersey Mike’s Holdings (the "Continuing Unitholders") were to exchange all of the Common Units that they will hold immediately following the IPO, and assuming all Incentive Units are converted to Common Units and subsequently exchanged for shares of Class A common stock, we estimate that we would, as a result of the Reorganization Transactions, the offering of Class A common stock in connection with the IPO and certain related transactions (the “Offering Transactions") and such hypothetical exchange, record a deferred tax asset of approximately $503 million and that the aggregate noncurrent liability we would record based on our estimate of the aggregate amount that Jersey Mike’s Subs Inc. would pay under the tax receivable agreement is approximately $2,084 million. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related noncurrent liabilities that we will recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) by Continuing Unitholders, and the extent to which such exchanges are taxable; (ii) the price per share of our Class A common stock at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect. See the sections titled “Organizational Structure—Offering Transactions” and “Certain Relationships and Related Person Transactions—Tax Receivable Agreement” in our IPO Prospectus for additional information.
Previous report
Critical Accounting Policies and Estimates
Reworded paragraphs (31)
Previous wording
The following discussion and analysis of the financial condition and results of operations of Jersey Mike's HoldCo, LLC (collectively with its wholly owned subsidiaries on a consolidated basis, "Jersey Mike's,” the "Company,” "we,” "our,” or "us”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q (this "Quarterly Report”) and the audited consolidated financial statements and the related notes as of December 28, 2025 (successor) and for the periods from January 16, 2025 to December 28, 2025 (successor), January 1, 2025 to January 15, 2025 (predecessor) included in our final prospectus (the “IPO Prospectus”) filed with the SEC on July 31, 2026 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to our Registration Statement on Form S-1 (File No. 333-297228) (the “IPO Registration Statement”) filed in connection with our initial public offering (the “IPO”). In addition to historical information, this discussion and analysis contain forward-looking statements based on current expectations that involve risks, uncertainties, and assumptions, such as our plans, objectives, expectations, and intentions. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including those described under the sections entitled “Risk Factors” in our IPO Prospectus and “Forward-Looking Statements” herein.
Current wording
The following discussion and analysis of the financial condition and results of operations of Jersey Mike's Subs Inc. (collectively with its wholly owned subsidiaries on a consolidated basis, “Jersey Mike's,” the “Company,” “we,” “our,” or “us”) should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the audited consolidated financial statements and the related notes as of December 28, 2025 (Successor) and for the periods from January 16, 2025 to December 28, 2025 (Successor), January 1, 2025 to January 15, 2025 (predecessor) included in our final prospectus (the “IPO Prospectus”) filed with the SEC on July 31, 2026 pursuant to Rule 424(b)(4) under the Securities Act, as amended, relating to our Registration Statement on Form S-1 (File No. 333-297228) (the “IPO Registration Statement”) filed in connection with our initial public offering (the “IPO”). In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties, and assumptions, such as our plans, objectives, expectations, and intentions. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including those described under the sections entitled “Risk Factors” in our IPO Prospectus and “Forward-Looking Statements” herein.
Previous wording
The following discussion and analysis reflects the historical results of operations and financial position of Jersey Mike’s HoldCo, LLC prior to the Reorganization Transactions (as defined herein) on July 29, 2026.
Current wording
The following discussion and analysis reflects the historical results of operations and financial position of Jersey Mike’s HoldCo, LLC (“Jersey Mike's Holdings”) prior to the Reorganization Transactions (as defined herein) on July 29, 2026, and of Jersey Mike’s Subs Inc. and its consolidated subsidiaries thereafter
Previous wording
We operate on a 52- or 53-week fiscal year ending on the last Sunday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53-week year, which contains 14 weeks. Refer to "Factors Affecting the Comparability of our Results of Operations" for further information.
Current wording
We operate on a 52/53-week fiscal year ending on the last Sunday of each calendar year. Our fiscal quarters are comprised of 13 weeks, with the exception of the fourth quarter of a 53-week year, which contains 14 weeks. Refer to “Factors Affecting the Comparability of our Results of Operations” for further information.
Previous wording
Jersey Mike’s is a high-growth franchisor of fast casual, submarine-style sandwich restaurants specializing in authentic, hand-crafted, craveable subs. Built over 70 years on one uncompromising belief – that a truly great sub sandwich can change your day and that a truly great brand changes its community – Jersey Mike’s is now one of the largest and fastest-growing limited-service restaurant brands based on U.S. systemwide sales and unit growth, with 3,378 stores across all 50 states and two countries (U.S. and Canada) – nearly all of which are franchised. We believe our sub sandwiches have a broad appeal and serve a diverse range of customers across the lunch, snack, and dinner dayparts.
Current wording
Jersey Mike’s is a high-growth franchisor of fast casual, submarine-style sandwich restaurants specializing in authentic, hand-crafted, craveable subs. Built over 70 years on one uncompromising belief – that a truly great sub sandwich can change your day and that a truly great brand changes its community – Jersey Mike’s is now one of the largest and fastest-growing limited-service restaurant brands based on U.S. systemwide sales and unit growth, with 3,456 stores across all 50 states and two countries (U.S. and Canada) – nearly all of which are franchised. We believe our sub sandwiches have a broad appeal and serve a diverse range of customers across the lunch, snack, and dinner dayparts.
Previous wording
• 83 new store openings, with net unit growth of 8%
Current wording
• 80 new store openings, with net store growth of 8.8%
Previous wording
•Digital sales represented 43% of system-wide sales
Current wording
•Digital sales represented 43% of systemwide sales
Previous wording
•Total revenue grew 10% to $208 million vs. $189 million in the prior year
Current wording
•Total revenue grew 10% to $209 million vs. $190 million in the prior year
Previous wording
•Net income of $37 million, a decrease of 37% from $59 million
Current wording
•Net income of $10 million, a decrease of 69% from $32 million
Previous wording
•Adjusted EBITDA growth of 7% to $114 million
Current wording
•Adjusted EBITDA growth of 20% to $125 million
Previous wording
On July 29, 2026, our IPO Registration Statement was declared effective by the SEC, and our Class A common stock began trading on the NYSE on July 30, 2026. On July 31, 2026, we completed the offering of 43,478,261 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), 29,695,652 of which were sold by certain of our pre-IPO owners consisting of entities associated with Blackstone Inc. (the “selling stockholders”) for cash consideration of $21.85 per share (net of underwriting discounts). As contemplated in the IPO Prospectus, we used the proceeds (net of underwriting discounts) from the issuance of 13,782,609 shares of Class A common stock of approximately $301 million to purchase an equivalent number of newly issued Common Units from Jersey Mike's HoldCo, LLC, which Jersey Mike’s Holdings in turn used on August 17, 2026 to repay a portion of the outstanding indebtedness totaling $301 million under the Series 2026-1 Notes, consisting of $46 million in aggregate principal amount of our $250 million Series 2026-1 Notes, and $255 million aggregate principal amount of our $510 million Series 2026-1A Notes. On August 24, 2026, the underwriters exercised their option to purchase 2,572,560 additional shares of Class A common stock at a price of $21.85 per share (net of underwriting discounts). We did not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).
Current wording
On July 29, 2026, our IPO Registration Statement was declared effective by the SEC, and our Class A common stock began trading on the NYSE on July 30, 2026. On July 31, 2026, we completed the offering of 43 million shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), 30 million of which were sold by certain of our pre-IPO owners consisting of entities associated with Blackstone Inc. (the “selling stockholders”) for cash consideration of $21.85 per share (net of underwriting discounts). As contemplated in the IPO Prospectus, we used the proceeds (net of underwriting discounts) from the issuance of approximately 13 million shares of Class A common stock of approximately $301 million to purchase an equivalent number of newly issued Common Units from Jersey Mike's Holdings, which Jersey Mike’s Holdings in turn used on August 17, 2026 to repay a portion of the outstanding indebtedness totaling $301 million under the Series 2026 Notes, consisting of $46 million in aggregate principal amount of our $250 million Series 2026 Notes, and $255 million aggregate principal amount of our $510 million Series 2026-1A Notes. On August 24, 2026, the underwriters exercised their option to purchase 3 million additional shares of Class A common stock at a price of $21.85 per share (net of underwriting discounts). We did not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders (including sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).
Previous wording
In addition, following the completion of the IPO, we have begun to incur stock-based compensation expense associated with awards that vest upon our Sponsor achieving certain investment return metrics. For additional information, see “Unaudited Pro Forma Condensed Consolidated Financial Information—Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information—Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations—Reorganization Transactions and Offering Transactions Adjustments” in our IPO Prospectus. In addition, in connection with the Reorganization Transactions and the IPO, we entered into the tax receivable agreement with certain of the pre-IPO owners as described under “Certain Relationships and Related Person Transactions—Tax Receivable Agreement” in our IPO Prospectus.
Current wording
In addition, following the completion of the IPO, we have begun to incur equity-based compensation expense associated with awards that vest upon our Sponsor achieving certain investment return metrics (see Note 12, Equity-Based Compensation). In addition, in connection with the Reorganization Transactions and the IPO, we entered into the tax receivable agreement with certain of the pre-IPO owners (see Note 8, Income Taxes).
Previous wording
(a)Includes 36 non-traditional stores as of June 28, 2026 and 33 non-traditional stores as of June 29, 2025.
Current wording
(a)Includes 36 non-traditional stores as of September 27, 2026 and 37 non-traditional stores as of September 28, 2025.
Previous wording
The following table presents the changes in our portfolio for 2026:
Current wording
The following table presents the changes in our portfolio for fiscal year 2026 to date:
Previous wording
During the thirteen weeks ended June 28, 2026, royalties and other revenue totaled $138 million, increasing $14 million, or 11% year-over-year. Advertising revenue was $57 million, increasing $3 million, or 6% year-over-year. The growth in both revenue streams was driven by Net Store Growth of 8.1% and Same-Store Sales Growth of 2.3% with Same-Store Sales Growth primarily driven by transaction growth. Advertising revenue increased less than royalties and other revenue primarily as a result of changes to our delivery strategy at the end of 2025 wherein we no longer collect advertising revenue on third-party delivery markups.
Current wording
During the thirteen weeks ended September 27, 2026, royalties and other revenue totaled $143 million, increasing $15 million, or 12%, year over year. Advertising revenue was $57 million, increasing $4 million, or 8% year over year. The growth in both revenue streams was driven by Net Store Growth of 8.8% and Same-Store Sales Growth of 3.0%, with Same-Store Sales Growth primarily driven by transaction growth. Advertising revenue increased less than royalties and other revenue primarily as a result of changes to our delivery strategy at the end of 2025 wherein we no longer collect advertising revenue on third-party delivery markups.
Previous wording
General and administrative expenses were $144 million during the twenty-six weeks ended June 28, 2026, increasing $52 million, or 57%, year-over-year. This increase includes $48 million of incremental expenses associated with Area Director buyouts (see Note 2, Summary of Significant Accounting Policies), $13 million in IPO-related expenses and $9 million of incremental corporate transition and other expenses. Absent these items, general and administrative expenses decreased $18 million, or 20%, year-over-year primarily due to $14 million in lower expenses related to our prior Area Director program as a result of our transition to an internally-staffed franchise support model and $11 million of lower founder-related discretionary expenses, which were partially offset by $6 million in equity-based compensation expense.
Current wording
•$1 million of lower corporate transition and other expenses.
Previous wording
Advertising expenses were $54 million during the thirteen weeks ended June 28, 2026, increasing by $13 million, or 32% year-over-year. The increase primarily reflects higher contributions by franchise owners, which were deployed into sales-generating marketing investments, as well as the timing of digital marketing spend as we execute against our strategy to shift toward higher-return initiatives.
Current wording
Advertising expenses were $46 million during the thirteen weeks ended September 27, 2026, increasing by $1 million, or 2% year over year. The increase primarily reflects higher contributions by franchise owners, which were deployed into sales-generating marketing investments, partially offset by the timing of digital marketing spend as we execute against our strategy to shift toward higher-return initiatives.
Previous wording
During the thirteen weeks ended June 28, 2026, net income was $37 million, compared to net income of $59 million in the prior year, decreasing $22 million, or 37% year-over-year. The decrease was primarily driven by higher general and administrative expenses and advertising expenses previously mentioned, as well as higher net interest expense; these increases were partially offset by our revenue growth and a $14 million gain on sale of company-owned stores this quarter.
Current wording
During the thirteen weeks ended September 27, 2026, net income was $10 million compared to net income of $32 million in the prior year, decreasing $22 million, or 69% year over year. The decrease was primarily driven by higher general and administrative expenses previously discussed as well as a $7 million increase in income tax expense, a $6 million loss on debt extinguishment and a $2 million revaluation of contingent liability; these increases were partially offset by our revenue growth and a $7 million gain on sale of company-owned stores this quarter.
Previous wording
Comparison of the Twenty-Six Weeks Ended June 28, 2026 (Successor), the Period from January 1 to January 15, 2025 (Predecessor) and the Period from January 16 to June 29, 2025 (Successor)
Current wording
Comparison of the Thirty-Nine Weeks Ended September 27, 2026 (Successor), the Period from January 1 to January 15, 2025 (Predecessor) and the Period from January 16 to September 28, 2025 (Successor)
Previous wording
During the twenty-six weeks ended June 28, 2026, royalties and other revenue totaled $260 million, increasing $25 million, or 11%, year-over-year. Advertising revenue was $108 million, increasing $7 million, or 7% year-over-year. The growth in both revenue streams was driven by Net Store Growth of 8.1% and Same-Store Sales Growth of 2.0% with Same-Store Sales Growth primarily driven by transaction growth. Advertising revenue increased less than royalties and other revenue primarily as a result of changes to our delivery strategy at the end of 2025 wherein we no longer collect advertising revenue on third-party delivery markups.
Current wording
7% year over year. The growth in both revenue streams was driven by Net Store Growth of 8.8% and Same-Store Sales Growth of 2.3%, with Same-Store Sales Growth primarily driven by transaction growth. Advertising revenue increased less than royalties and other revenue primarily as a result of changes to our delivery strategy at the end of 2025 wherein we no longer collect advertising revenue on third-party delivery markups.
Previous wording
During the twenty-six weeks ended June 28, 2026, net income was $13 million, compared to $69 million in the prior year. The decrease was primarily driven by higher general and administrative expenses and advertising expenses previously mentioned, higher net interest expense, and a $7 million loss on debt extinguishment; these increases were partially offset by our revenue growth and a $14 million gain on sale of company-owned stores this quarter.
Current wording
During the thirty-nine weeks ended September 27, 2026, net income was $23 million, compared to $101 million in the prior year. The decrease was primarily driven by higher general and administrative expenses, higher net interest expense, a $13 million loss on debt extinguishment, and a $7 million increase in income tax expense; these increases were partially offset by our revenue growth and a $21 million gain on sale of company-owned stores during the period.
Previous wording
Because of these limitations, these non-GAAP measures should be viewed as a supplement to, and not substitutes for, GAAP results. To properly and prudently evaluate our business, we encourage you to review the financial statements included elsewhere herein and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliation of each of these non-GAAP measures to their most comparable GAAP measure.
Current wording
Because of these limitations, this non-GAAP measure should be viewed as a supplement to, and not substitute for, GAAP results. To properly and prudently evaluate our business, we encourage you to review the financial statements included elsewhere herein and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliation of each of these non-GAAP measures to their most comparable GAAP measure.
Previous wording
(c)Represents legal, consulting, accounting and other professional fees associated with preparing for the IPO, included within G&A.
Current wording
(c)Represents legal, consulting, accounting and other professional fees associated with preparing for the IPO, included within G&A. These expenses do not include ongoing public-company compliance or operational costs.
Previous wording
(e)Represents payments made to third-party Area Directors to terminate certain contracts that mandated payment of a percentage of gross sales for a geographic region. Included in G&A.
Current wording
(e)Represents payments made to third-party Area Directors to terminate certain contracts that mandated payment of a percentage of gross sales for a geographic region. The final Area Director buyout was completed in the second quarter of fiscal 2026. Included in G&A.
Previous wording
(f)Represents expenses incurred in connection with restructuring our operations to a corporate-led business, including severance and settlement payments, as well as any gains or losses on the sale or disposal of assets. This includes $6 million of lease-related exit costs related to our corporate office transition for both the thirteen and twenty-six weeks ended June 28, 2026.
Current wording
(f)Represents expenses incurred in connection with restructuring our operations to a corporate-led business, including severance and settlement payments. Included in G&A.
Previous wording
Our primary sources of liquidity are our cash and cash equivalents, available borrowings under our variable funding notes (“VFN”) facility and cash generated by operating activities. As an asset-light franchisor, our primary non-operational uses of cash include capital expenditures to support technological initiatives, investments in our corporate headquarters, development of a limited number of company-owned stores and debt service. At times, we may also elect to purchase or divest company-operated stores, though we currently have no plans to materially increase the number of company-owned stores. We believe that cash provided by operating activities and existing cash and cash equivalents on hand, together with amounts available under our VFN facility, are sufficient to satisfy our anticipated cash requirements for at least the next twelve months.
Current wording
Our primary sources of liquidity are our cash and cash equivalents, available borrowings under our variable funding notes (“VFN”) facility and cash generated by operating activities. As an asset-light franchisor, our primary non-operational uses of cash include capital expenditures to support technological initiatives, investments in our corporate headquarters, development of a limited number of company-owned stores and debt service. At times, we may also elect to purchase, open or divest company-owned stores, though we currently have no plans to materially increase the number of company-owned stores. In addition, we expect to use cash to repurchase shares of our Class A common stock under our share repurchase program, pay dividends and to fund future payments under the Tax Receivable Agreement, which may increase as a result of future exchanges of Common Units for shares of Class A common stock. We believe that cash provided by operating activities and existing cash and cash equivalents on hand, together with amounts available under our VFN facility, are sufficient to satisfy our anticipated cash requirements for at least the next twelve months.
Previous wording
We had cash, cash equivalents and restricted cash of $265 million and $246 million as of June 28, 2026 and December 28, 2025, respectively. The following table summarizes our cash flows for the periods presented:
Current wording
We had cash, cash equivalents and restricted cash of $325 million and $246 million as of September 27, 2026 and December 28, 2025, respectively. The following table summarizes our cash flows for the periods presented:
Previous wording
(a)Capital expenditures, comprising of purchases of property and equipment and capitalized software costs, for the twenty-six weeks ended June 28, 2026 (Successor), for the period from January 16, to June 29, 2025 (Successor), and for the period January 1 to January 15, 2025 (Predecessor) were $4 million, $7 million and none, respectively.
Current wording
(a)Capital expenditures, comprising of purchases of property and equipment and capitalized software costs, for the thirty-nine weeks ended September 27, 2026 (Successor), for the period from January 16, to September 28, 2025 (Successor), and for the period January 1 to January 15, 2025 (Predecessor) were $7 million, $9 million and none, respectively.
Previous wording
In connection with the IPO, Jersey Mike’s Subs Inc. used net proceeds of approximately $301 million to acquire an equivalent number of newly issued Common Units from Jersey Mike’s Holdings. On August 17, 2026, Jersey Mike’s Holdings used a portion of the net proceeds to repay approximately $301 million of the outstanding indebtedness under the Series 2026-1 Notes consisting of $46 million in aggregate principal amount of our $250 million Series 2026-1 Notes, and $255 million aggregate principal amount of our $510 million Series 2026-1A Notes.
Current wording
In February 2026, we issued $760 million of notes under this facility at fixed rates of 4.95% and 5.48% to refinance existing notes. In August 2026, we used the IPO proceeds to repay approximately $301 million of the outstanding indebtedness under the Series 2026 Notes consisting of $46 million in aggregate principal amount of our $250 million Series 2026-1 Notes and $255 million aggregate principal amount of our $510 million Series 2026-1A Notes.
Previous wording
As of June 28, 2026, we had $2,096 million of notes outstanding under this facility with interest rates ranging from 2.49% to 5.64%. In February 2026, we issued $760 million of notes under this facility at fixed rates of 4.95% and 5.48% to refinance existing notes. Interest and principal of all notes are payable quarterly. The nearest final maturity date is February 2052 with the nearest anticipated repayment date of February 2029.
Current wording
As of September 27, 2026, we had $1,834 million in aggregate principal amount of notes outstanding under this facility with interest rates ranging from 2.49% to 5.64%. Interest and principal of all notes are payable quarterly. The nearest final maturity date is February 2052 with the nearest anticipated repayment date of February 2029.
Previous wording
The Securitization Notes include provisions that allow for optional principal payments when a specified leverage ratio, which is a measure of outstanding securitization debt (net of certain cash accounts, eligible investments, and amounts available under letters of credit) to net cash flow is less than or equal to 5.0x. This leverage ratio is calculated quarterly and allows the Company to elect whether to make principal payments unless the threshold is exceeded. As of June 28, 2026, our leverage ratio exceeded 5.0x and accordingly, we were required to make total principal payments of $5 million.
Current wording
The Securitization Notes include provisions that allow for optional principal payments when a specified leverage ratio, which is a measure of outstanding securitization debt (net of certain cash accounts, eligible investments, and amounts available under letters of credit) to net cash flow is less than or equal to 5.0x. This leverage ratio is calculated quarterly and allows the Company to elect whether to make principal payments unless the threshold is exceeded. As of September 27, 2026, our leverage ratio was below 5.0x and accordingly, we are not required to make any principal payments.
Previous wording
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates may require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our most significant accounting estimates are more fully described in our IPO Prospectus in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates", and there have been no material changes to our critical accounting estimates from those disclosed in our IPO Prospectus.
Current wording
The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates may require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. Our most significant accounting estimates are more fully described in our IPO Prospectus in the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates”, and there have been no material changes to our critical accounting estimates from those disclosed in our IPO Prospectus.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Advertising expenses were $161 million during the thirty-nine weeks ended September 27, 2026, increasing by $23 million, or 17% year over year. The increase primarily reflects higher contributions by franchise owners, which were deployed into sales-generating marketing investments, partially offset by the timing of digital marketing spend as we execute against our strategy to shift toward higher-return initiatives.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
•Same-Store sales growth of 2.3%